Common use of Performance Goal Condition Clause in Contracts

Performance Goal Condition. The Performance Units are contingently awarded subject to the condition that the number of Performance Units, if any, earned by the Participant upon the expiration of the Award Cycle is dependent (in the manner hereinafter set forth) on the performance of the Company's total shareholder return relative to the total shareholder return of all of the companies (the "S&P Companies") comprising the Standard and Poor's 1500 Utilities Index as of __________ and __________ (or their successors from a merger or other combination with another company listed in such Index, but excluding any company subject to a Business Combination, as hereinafter defined on __________). Total shareholder return ("TSR") for any company, including the Company, shall include both price appreciation (depreciation) and cash dividends, shall be calculated in the same manner that Standard and Poor’s calculated total return as of __________ and shall be measured by the company's total return that shareholders receive over the Award Cycle by investment at the first day of the Award Cycle. The number of Performance Units earned is dependent on the performance ranking of the Company's total shareholder return for the Award Cycle, as set forth below (expressed in terms of the Company's position among the S&P Companies when ranked by total shareholder return for the Award Cycle): Performance Units earned for performance between the percentiles shown above will be determined by straight-line interpolation; provided, that, in all cases, the number of Performance Units which the Participant earns shall be a whole number (disregarding any fraction). Any Performance Units awarded hereunder that the Participant does not earn at the end of the Award Cycle pursuant to the foregoing schedule shall be forfeited. The provisions of this Section 2 shall not affect in any way any forfeiture under Section 4 below or Section 8(b) of the Plan or any provision regarding the earning of Performance Units at the 100% target level under Section 9 of the Plan upon the occurrence of a Change of Control. For purposes of determining whether any of the S&P Companies is subject to a Business Combination on __________, a company shall be deemed subject to a Business Combination on __________, if such company is: (i) the subject of a tender offer or exchange offer by a third party seeking to acquire more than 20% of the outstanding voting securities of such company or (ii) a party to a merger, consolidation, share exchange or reorganization agreement or an agreement providing for the sale or disposition of all or substantially all of its assets.

Performance Goal Condition. The Performance Units are contingently awarded subject to the condition that the number of Performance Units, if any, earned by the Participant upon the expiration of the Award Cycle is dependent (in the manner hereinafter set forth) on the performance of the Company's total shareholder return relative to the total shareholder return of all of the companies (the "S&P Companies") comprising the Standard and Poor's 1500 Utilities Index as of ______January 1, ____ and ______December 31, ____ (or their successors from a merger or other combination with another company listed in such Index, but excluding any company subject to a Business Combination, as hereinafter defined on ______December 31, ____). Total shareholder return ("TSR") for any company, including the Company, shall include both price appreciation (depreciation) and cash dividends, shall be calculated in the same manner that Standard and Poor’s 's calculated total return as of _____________ and shall be measured by the company's total return that shareholders receive over the Award Cycle by investment at the first day of the Award Cycle. The number of Performance Units earned is dependent on the performance ranking of the Company's total shareholder return for the Award Cycle, as set forth below (expressed in terms of the Company's position among the S&P Companies when ranked by total shareholder return for the Award Cycle): __th percentile 200% __th percentile 175% __th percentile 150% __th percentile 125% __th percentile 100% __th percentile 75% __th percentile 50% __th percentile 25% Below __th percentile 0% Performance Units earned for performance between the percentiles shown above will be determined by straight-line interpolation; provided, that, in all cases, the number of Performance Units which the Participant earns shall be a whole number (disregarding any fraction). Any Performance Units awarded hereunder that the Participant does not earn at the end of the Award Cycle pursuant to the foregoing schedule shall be forfeited. The provisions of this Section 2 shall not affect in any way any forfeiture under Section 4 below or Section 8(b) of the Plan or any provision regarding the earning of Performance Units at the 100% target level under Section 9 of the Plan upon the occurrence of a Change of Control. For purposes of determining whether any of the S&P Companies is subject to a Business Combination on ______December 31, ____, a company shall be deemed subject to a Business Combination on ______December 31, ____, if such company is: (i) the subject of a tender offer or exchange offer by a third party seeking to acquire more than 20% of the outstanding voting securities of such company or (ii) a party to a merger, consolidation, share exchange or reorganization agreement or an agreement providing for the sale or disposition of all or substantially all of its assets.

Performance Goal Condition. The Performance Units are contingently awarded subject to the condition that the number of Performance Units, if any, earned by the Participant upon the expiration of the Award Cycle is dependent (in the manner hereinafter set forth) on the performance of the Company's total shareholder return relative to the total shareholder return of all of the companies (the "S&P EEI Companies") comprising the Standard and Poor's 1500 Edison Electric Institute Index of U.S. Shareholder-Owned Electric Utilities Index as of __________ and __________ (or their successors from a merger or other combination with another company listed in such Index, but excluding any company subject to a Business Combination, as hereinafter defined on __________). Total shareholder return ("TSR") for any company, including the Company, shall include both price appreciation (depreciation) and cash dividends, shall be calculated in the same manner that Standard and Poor’s EEI calculated total return as of __________ and shall be measured by the company's total return that shareholders receive over the Award Cycle by investment at the first day of the Award Cycle. The number of Performance Units earned is dependent on the performance ranking of the Company's total shareholder return for the Award Cycle, as set forth below (expressed in terms of the Company's position among the S&P EEI Companies when ranked by total shareholder return for the Award Cycle): Performance Units earned for performance between the percentiles shown above will be determined by straight-line interpolation; provided, that, in all cases, the number of Performance Units which the Participant earns shall be a whole number (disregarding any fraction). Any Performance Units awarded hereunder that the Participant does not earn at the end of the Award Cycle pursuant to the foregoing schedule shall be forfeited. The provisions of this Section 2 shall not affect in any way any forfeiture under Section 4 below or Section 8(b) of the Plan or any provision regarding the earning of Performance Units at the 100% target level under Section 9 of the Plan upon the occurrence of a Change of Control. For purposes of determining whether any of the S&P EEI Companies is subject to a Business Combination on __________, a company shall be deemed subject to a Business Combination on __________, if such company is: (i) the subject of a tender offer or exchange offer by a third party seeking to acquire more than 20% of the outstanding voting securities of such company or (ii) a party to a merger, consolidation, share exchange or reorganization agreement or an agreement providing for the sale or disposition of all or substantially all of its assets.

Performance Goal Condition. The Performance Units are contingently awarded subject to the condition that the number of Performance Units, if any, earned by the Participant upon the expiration of the Award Cycle is dependent (in the manner hereinafter set forth) on Enogex's Average EBITDA Per Unit Growth during the performance of Award Cycle. Enogex's Average EBITDA Per Unit Growth shall mean the Company's total shareholder return relative amount obtained by multiplying one-third times the percentage increase or decrease in Enogex EBITDA Per Unit for the year ended December 31, ____ as compared to Enogex EBITDA Per Unit for the total shareholder return of all of the companies (the "S&P Companies") comprising the Standard and Poor's 1500 Utilities Index as of year ended December 31, ____, of $____. Thus, for example, if Enogex EBITDA Per Unit were $____ and for the year ended December 31, ____, Enogex's Average EBITDA Per Unit Growth would be ______ % [1/3 x (or their successors from a merger or other combination with another company listed in such Index, but excluding any company subject to a Business Combination, as hereinafter defined on $______/$____)]. Total shareholder return For purposes of the foregoing: ("TSR"i) for any company, including the Company, shall include both price appreciation (depreciation) and cash dividends, all percentages shall be calculated in to the same manner that Standard nearest one-hundredth of one percent, (ii) Enogex EBITDA shall mean, as shown on the consolidated income statement of Enogex LLC unless otherwise stated, net income from continuing operations plus interest expense, income taxes, depreciation expense, and Poor’s calculated total return as amortization expense (including any amortization of __________ acreage dedication fees not presented under the amortization caption under GAAP), less interest income, and (iii) Enogex EBITDA Per Unit shall be measured mean Enogex EBITDA divided by the company's total return that shareholders receive over weighted average number of outstanding membership units of Enogex Holdings LLC for the Award Cycle by investment at the first day of the Award Cycleyear in question. The number of Performance Units earned is dependent on the performance ranking of the Company's total shareholder return for the Award Cycle, as set forth below (expressed Cycle shall be determined in terms of accordance with the Company's position among the S&P Companies when ranked by total shareholder return for the Award Cycle): following chart: Performance Units earned for performance between the percentiles shown above will be determined by straight-line interpolation; provided, that, in all cases, the number of Performance Units which the Participant earns shall be a whole number (disregarding any fraction). Any Performance Units awarded hereunder that the Participant does not earn at the end of the Award Cycle pursuant to the foregoing schedule chart shall be forfeited. The provisions of this Section 2 shall not affect in any way any forfeiture under Section 4 below or Section 8(b) of the Plan or any provision regarding the earning of Performance Units at the 100% target level under Section 9 of the Plan upon the occurrence of a Change of Control. For purposes of determining whether any of the S&P Companies is subject to a Business Combination on __________, a company shall be deemed subject to a Business Combination on __________, if such company is: (i) the subject of a tender offer or exchange offer by a third party seeking to acquire more than 20% of the outstanding voting securities of such company or (ii) a party to a merger, consolidation, share exchange or reorganization agreement or an agreement providing for the sale or disposition of all or substantially all of its assets.

Performance Goal Condition. The Performance Units are contingently awarded subject to the condition that the number of Performance Units, if any, earned by the Participant upon the expiration of the Award Cycle is dependent (in the manner hereinafter set forth) on the performance of the Company's ’s total shareholder return relative to the total shareholder return of all of the companies (the "“S&P Companies"”) comprising the Standard and Poor's 1500 ’s Utilities Index as of ______January 1, ____ and ______December 31, ____ (or their successors from a merger or other combination with another company listed in such Index, but excluding any company subject to a Business Combination, as hereinafter defined on ______December 31, ____). Total shareholder return ("“TSR"”) for any company, including the Company, shall include both price appreciation (depreciation) and cash dividends, shall be calculated in the same manner that Standard and Poor’s calculated total return as of ____________ and shall be measured by the company's Company’s total return that shareholders receive over the Award Cycle by investment at the first day of the Award Cycle. The number of Performance Units earned is dependent on the performance ranking of the Company's ’s total shareholder return for the Award Cycle, as set forth below (expressed in terms of the Company's ’s position among the S&P Companies when ranked by total shareholder return for the Award Cycle): __th percentile 200% __th percentile 175% __th percentile 150% __th percentile 125% __th percentile 100% __th percentile 75% __th percentile 50% __th percentile 25% Below __th percentile 0% Performance Units earned for performance between the percentiles shown above will be determined by straight-line interpolation; provided, that, in all cases, the number of Performance Units which the Participant earns shall be a whole number (disregarding any fraction). Any Performance Units awarded hereunder that the Participant does not earn at the end of the Award Cycle pursuant to the foregoing schedule shall be forfeited. The provisions of this Section 2 shall not affect in any way any forfeiture under Section 4 below or Section 8(b) of the Plan or any provision regarding the earning of Performance Units at the 100% target level under Section 9 of the Plan upon the occurrence of a Change of Control. For purposes of determining whether any of the S&P Companies is subject to a Business Combination on ______December 31, ____, a company shall be deemed subject to a Business Combination on ______December 31, ____, if such company is: (i) the subject of a tender offer or exchange offer by a third party seeking to acquire more than 20% of the outstanding voting securities of such company or (ii) a party to a merger, consolidation, share exchange or reorganization agreement or an agreement providing for the sale or disposition of all or substantially all of its assets.

Performance Goal Condition. The Performance Units are contingently awarded subject to the condition that the number of Performance Units, if any, earned by the Participant upon the expiration of the Award Cycle is dependent (in the manner hereinafter set forth) on the performance of the Company's ’s total shareholder return relative to the total shareholder return of all of the companies (the "“S&P Companies"”) comprising the Standard and Poor's 1500 ’s Utilities Index as of ______January 1, ____ and ______December 31, ____ (or their successors from a merger or other combination with another company listed in such Index, but excluding any company subject to a Business Combination, as hereinafter defined on __________December 31, 2011). Total shareholder return ("“TSR"”) for any company, including the Company, shall include both price appreciation (depreciation) and cash dividends, shall be calculated in the same manner that Standard and Poor’s calculated total return as of ____________ and shall be measured by the company's Company’s total return that shareholders receive over the Award Cycle by investment at the first day of the Award Cycle. The number of Performance Units earned is dependent on the performance ranking of the Company's ’s total shareholder return for the Award Cycle, as set forth below (expressed in terms of the Company's ’s position among the S&P Companies when ranked by total shareholder return for the Award Cycle): __th percentile 200% __th percentile 175% __th percentile 150% __th percentile 125% __th percentile 100% __th percentile 75% __th percentile 50% __th percentile 25% Below __th percentile 0% Performance Units earned for performance between the percentiles shown above will be determined by straight-line interpolation; provided, that, in all cases, the number of Performance Units which the Participant earns shall be a whole number (disregarding any fraction). Any Performance Units awarded hereunder that the Participant does not earn at the end of the Award Cycle pursuant to the foregoing schedule shall be forfeited. The provisions of this Section 2 shall not affect in any way any forfeiture under Section 4 below or Section 8(b) of the Plan or any provision regarding the earning of Performance Units at the 100% target level under Section 9 of the Plan upon the occurrence of a Change of Control. For purposes of determining whether any of the S&P Companies is subject to a Business Combination on ______December 31, ____, a company shall be deemed subject to a Business Combination on ______December 31, ____, if such company is: (i) the subject of a tender offer or exchange offer by a third party seeking to acquire more than 20% of the outstanding voting securities of such company or (ii) a party to a merger, consolidation, share exchange or reorganization agreement or an agreement providing for the sale or disposition of all or substantially all of its assets.

Performance Goal Condition. The Performance Units are contingently awarded subject to the condition that the number of Performance Units, if any, earned by the Participant upon the expiration of the Award Cycle is dependent (in the manner hereinafter set forth) on the performance of the Company's ’s total shareholder return relative to the total shareholder return of all of the companies (the "“S&P Companies"”) comprising the Standard and Poor's 1500 ’s Utilities Index as of __________ and __________ January 1, 2009 (or their successors from a merger or other combination with another company listed in such Index, but excluding any company subject to a Business Combination, as hereinafter defined on __________). Total shareholder return ("“TSR"”) for any company, including the Company, shall include both price appreciation (depreciation) and cash dividends, shall be calculated in the same manner that Standard and Poor’s calculated total return as of __________ and shall be measured by the company's Company’s total return that shareholders receive over the Award Cycle by investment at the first day of the Award Cycle. The number of Performance Units earned is dependent on the performance ranking of the Company's ’s total shareholder return for the Award Cycle, as set forth below (expressed in terms of the Company's ’s position among the S&P Companies when ranked by total shareholder return for the Award Cycle): __th percentile 200% __th percentile 175% __th percentile 150% __th percentile 125% __th percentile 100% __th percentile 75% __th percentile 50% __th percentile 25% Below __th percentile 0% Performance Units earned for performance between the percentiles shown above will be determined by straight-line interpolation; provided, that, in all cases, the number of Performance Units which the Participant earns shall be a whole number (disregarding any fraction). Any Performance Units awarded hereunder that the Participant does not earn at the end of the Award Cycle pursuant to the foregoing schedule shall be forfeited. The provisions of this Section 2 shall not affect in any way any forfeiture under Section 4 below or Section 8(b) of the Plan or any provision regarding the earning of Performance Units at the 100% target level under Section 9 of the Plan upon the occurrence of a Change of Control. For purposes of determining whether any of the S&P Companies is subject to a Business Combination on __________, a company shall be deemed subject to a Business Combination on __________, if such company is: (i) the subject of a tender offer or exchange offer by a third party seeking to acquire more than 20% of the outstanding voting securities of such company or (ii) a party to a merger, consolidation, share exchange or reorganization agreement or an agreement providing for the sale or disposition of all or substantially all of its assets.

Performance Goal Condition. The Performance Units are contingently awarded at the Target Number level subject to the condition that the number of Performance Units, if any, earned by the Participant upon the expiration of the Award Cycle will be a percentage of the Target Number and such percentage is dependent (in the manner hereinafter set forth) on the performance of the Company's total shareholder return relative to the total shareholder return of all of the companies (the "S&P EEI Companies") comprising the Standard and Poor's 1500 Edison Electric Institute Index of U.S. Shareholder-Owned Electric Utilities Index as of __________ and __________ (or their successors from a merger or other combination with another company listed in such Index, but excluding any company subject to a Business Combination, as hereinafter defined on __________). Total shareholder return ("TSR") for any company, including the Company, shall include both price appreciation (depreciation) and cash dividends, shall be calculated in the same manner that Standard and Poor’s EEI calculated total return as of __________ and shall be measured by the company's total return that shareholders receive over the Award Cycle by investment at the first day of the Award Cycle. The number of Performance Units earned is dependent on the performance ranking of the Company's total shareholder return for the Award Cycle, as set forth below (expressed in terms of the Company's position among the S&P EEI Companies when ranked by total shareholder return for the Award Cycle): Performance Units earned for performance between the percentiles shown above will be determined by straight-line interpolation; provided, that, in all cases, the number of Performance Units which the Participant earns shall be a whole number (disregarding any fraction). Any portion of the Target Number of Performance Units awarded hereunder that the Participant does not earn at the end of the Award Cycle pursuant to the foregoing schedule shall be forfeited. The provisions of this Section 2 shall not affect in any way any forfeiture under Section 4 5 below or Section 8(b) of the Plan or any provision regarding the earning of Performance Units at the 100% target level under Section 9 of the Plan upon the occurrence of a Change of Control. For purposes of determining whether any of the S&P EEI Companies is subject to a Business Combination on __________, a company shall be deemed subject to a Business Combination on __________, if such company is: (i) the subject of a tender offer or exchange offer by a third party seeking to acquire more than 20% of the outstanding voting securities of such company or (ii) a party to a merger, consolidation, share exchange or reorganization agreement or an agreement providing for the sale or disposition of all or substantially all of its assets.

Performance Goal Condition. The Performance Units are contingently awarded subject to the condition that the number of Performance Units, if any, earned by the Participant upon the expiration of the Award Cycle is dependent (in the manner hereinafter set forth) on Enogex's Average EBITDA Per Unit Growth during the performance of Award Cycle. Enogex's Average EBITDA Per Unit Growth shall mean the Company's total shareholder return relative amount obtained by multiplying one-third times the percentage increase or decrease in Enogex EBITDA Per Unit for the year ended December 31, ____ as compared to Enogex EBITDA Per Unit for the total shareholder return of all of the companies (the "S&P Companies") comprising the Standard and Poor's 1500 Utilities Index as of year ended December 31, ____, of $____. Thus, for example, if Enogex EBITDA Per Unit were $____ and for the year ended December 31, ____, Enogex's Average EBITDA Per Unit Growth would be ___% [1/3 x ($______ (or their successors from a merger or other combination with another company listed in such Index, but excluding any company subject to a Business Combination, as hereinafter defined on ______/$____)]. Total shareholder return For purposes of the foregoing: ("TSR"i) for any company, including the Company, shall include both price appreciation (depreciation) and cash dividends, all percentages shall be calculated in to the same manner that Standard nearest one-hundredth of one percent, (ii) Enogex EBITDA shall mean, as shown on the consolidated income statement of Enogex LLC unless otherwise stated, net income from continuing operations plus interest expense, income taxes, depreciation expense, and Poor’s calculated total return as amortization expense (including any amortization of __________ acreage dedication fees not presented under the amortization caption under GAAP), less interest income, and (iii) Enogex EBITDA Per Unit shall be measured mean Enogex EBITDA divided by the company's total return that shareholders receive over weighted average number of outstanding membership units of Enogex Holdings LLC for the Award Cycle by investment at the first day of the Award Cycleperiod in question. The number of Performance Units earned is dependent on the performance ranking of the Company's total shareholder return for the Award Cycle, as set forth below (expressed Cycle shall be determined in terms of accordance with the Company's position among the S&P Companies when ranked by total shareholder return for the Award Cycle): following chart: Performance Units earned for performance between the percentiles shown above will be determined by straight-line interpolation; provided, that, in all cases, the number of Performance Units which the Participant earns shall be a whole number (disregarding any fraction). Any Performance Units awarded hereunder that the Participant does not earn at the end of the Award Cycle pursuant to the foregoing schedule chart shall be forfeited. The provisions of this Section 2 shall not affect in any way any forfeiture under Section 4 below or Section 8(b) of the Plan or any provision regarding the earning of Performance Units at the 100% target level under Section 9 of the Plan upon the occurrence of a Change of Control. For purposes of determining whether any of the S&P Companies is subject to a Business Combination on __________, a company shall be deemed subject to a Business Combination on __________, if such company is: (i) the subject of a tender offer or exchange offer by a third party seeking to acquire more than 20% of the outstanding voting securities of such company or (ii) a party to a merger, consolidation, share exchange or reorganization agreement or an agreement providing for the sale or disposition of all or substantially all of its assets.